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obligation and (ii) that the execution, delivery and performance of this Agreement by the parties <br />hereto does not and will not violate any applicable law or regulation. <br />(d) The headings contained in this Agreement are for convenience of reference only <br />and shall have no effect on the interpretation or operation hereof. <br />(e) Except as otherwise permitted herein, this Escrow Agreement maybe modified <br />only by a written amendment signed by each party's Authorized Representative and Escrow <br />Agent, and no waiver of any provision hereof will be effective unless expressed in a writing <br />signed by each party's Authorized Representative and Escrow Agent. <br />(f) No party may assign any of its rights or obligations under this Escrow Agreement <br />without the written consent of the other parties. <br />(g) Any corporation into which Escrow Agent may be merged or converted or with <br />which it may be consolidated, or any corporation resulting from any merger, conversion or <br />consolidation to which Escrow Agent will be a party, or any corporation succeeding to all or <br />substantially all the business of Escrow Agent will be the successor of Escrow Agent hereunder <br />without the execution or filing of any paper with any party hereto or any further act on the part of <br />any of the parties hereto except where an instrument of transfer or assignment is required by law <br />to effect such succession, anything herein to the contrary notwithstanding. <br />[Signature Page to Follow] <br />13